Washington Prime Group Inc. Annual Report 2018 Form 10-K (NYSE:WPG) Published: February 22nd, 2018 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Washington Prime Group Inc. Washington Prime Group, L.P. (Exact name of Registrant as specified in its charter) Indiana (Both Registrants) (State or other jurisdiction of incorporation or organization) 001-36252 (Washington Prime Group Inc.) 180 East Broad Street 333-205859 (Washington Prime Group, Columbus, Ohio 43215 L.P.) (Address of principal executive offices) (Commission File No.) 46-4323686 (Washington Prime Group Inc.) 46-4674640 (Washington Prime Group, (614) 621-9000 L.P.) (Registrants' telephone number, including (I.R.S. Employer Identification No.) area code) Securities registered pursuant to Section 12(b) of the Act: Washington Prime Group Inc.: Name of each exchange on which Title of each class registered Common Stock, $0.0001 par value per share New York Stock Exchange 7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 New York Stock Exchange per share 6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 New York Stock Exchange per share Washington Prime Group, L.P.: None Securities registered pursuant to Section 12(g) of the Act: Washington Prime Group Inc.: None Washington Prime Group, L.P.: Units of limited partnership interest (34,760,026 units outstanding as of February 21, 2018) Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Washington Prime Group Inc. Yes x No ¨ Washington Prime Group, L.P. Yes ¨ No x Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Washington Prime Group Inc. Yes ¨ No x Washington Prime Group, L.P. Yes ¨ No x Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Washington Prime Group Inc. Yes x No ¨ Washington Prime Group, L.P. Yes ¨ No x Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Washington Prime Group Inc. Yes x No ¨ Washington Prime Group, L.P. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Washington Prime Group Inc. ¨ Washington Prime Group, L.P. ¨ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Washington Prime Group Inc. (Check One): Large accelerated filer x Accelerated filer ¨ Emerging growth company ¨ Non-accelerated filer ¨ Smaller reporting company ¨ (Do not check if a smaller reporting company) Washington Prime Group, L.P. (Check One): Large accelerated filer ¨ Accelerated filer ¨ Emerging growth company ¨ Non-accelerated filer x Smaller reporting company ¨ (Do not check if a smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Washington Prime Group Inc. ¨ Washington Prime Group, L.P. ¨ Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Washington Prime Group Inc. Yes ¨ No x Washington Prime Group, L.P. Yes ¨ No x The aggregate market value of shares of common stock held by non-affiliates of Washington Prime Group Inc. was approximately $1.6 billion based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2017. As of February 21, 2018, Washington Prime Group Inc. had 185,791,421 shares of common stock outstanding. Washington Prime Group, L.P. has no publicly traded equity and no common stock outstanding. Documents Incorporated By Reference Portions of Washington Prime Group Inc.'s Proxy Statement in connection with its 2018 Annual Meeting of Stockholders are incorporated by reference in Part III. EXPLANATORY NOTE This report combines the annual reports on Form 10-K for the fiscal year ended December 31, 2017 of Washington Prime Group® Inc. and Washington Prime Group ®, L.P. Unless stated otherwise or the context requires otherwise, references to "WPG Inc." mean Washington Prime Group® Inc., an Indiana corporation, and references to "WPG L.P." mean Washington Prime Group®, L.P., an Indiana limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between WPG Inc. and WPG L.P. We use the terms "WPG," the "Company," “we,” "us," and “our,” to refer to WPG Inc., WPG L.P., and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material interest on a consolidated basis, unless the context indicates otherwise. WPG Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). WPG Inc. owns properties and conducts operations through WPG L.P., of which WPG Inc. is the sole general partner and of which it held approximately 84.3% of the partnership interests (“OP units”) at December 31, 2017. The remaining OP units are owned by various limited partners. As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar. The Company believes, therefore, that the combination into a single report of the annual reports on Form 10-K of WPG Inc. and WPG L.P. provides the following benefits: • enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business; • eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and • creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures. The substantive difference between WPG Inc.’s and WPG L.P.’s filings is the fact that WPG Inc. is a REIT with shares traded on a public stock exchange, while WPG L.P. is a limited partnership with no publicly traded equity. Moreover, the interests in WPG L.P. held by third parties are classified differently by the two entities (i.e. noncontrolling interests for WPG Inc. and partners' equity for WPG L.P.). In the consolidated financial statements, these differences are primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated financial statements of WPG Inc. and WPG L.P. are nearly identical. This combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. includes, for each entity, separate financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting, and separate CEO/CFO certifications. In addition, if there were any material differences between WPG Inc. and WPG L.P. with respect to any other financial and non-financial disclosure items required by Form 10-K, they would be discussed separately herein. WPG L.P. is a voluntary filer. We are evaluating whether or not WPG L.P. will continue to voluntarily file reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P. Annual Report on Form 10-K December 31, 2017 TABLE OF CONTENTS Item No. Page No. Part I 1. Business 4 1A. Risk Factors 8 1B. Unresolved Staff Comments 23 2. Properties 23 3. Legal Proceedings 35 4. Mine Safety Disclosures 35 Part II 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 35 6.